U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
[x]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1999

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

                         Commission file number 0-19721

                            THE CLASSICA GROUP, INC.
                         Formerly Saratoga Brands, Inc.
                 (Name of small business issuer in its charter)

              New York                              13-3413467
    (State or other  jurisdiction        (IRS Employer identification no.)
 of incorporation  or  organization)

   1835 Swarthmore Avenue, Lakewood, New Jersey            08701
     (Address of principal executive offices)           (Zip Code)

                                 (732) 363-3800
                           (Issuer's telephone number)
                        ---------------------------------
 Securities registered under section 12(b) of the Exchange Act:

  Title of each class               Name of each exchange on which registered
 ____________________________     ____________________________________________
 ____________________________     ____________________________________________

Securities registered under Section 12(g) of the Exchange Act:
                        Common Stock, $0.001 par value
                                (Title of class)
    _____________________________________________________________________
                                (Title of class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements  for the past 90 days.
Yes ...X.....No.........

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is met contained in this form,  and no disclosure  will be
contained,  to  the  best  of  registrant's   knowledge,   definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ( )

     State issuer's  revenues for its most recent fiscal year:  Revenues for the
fiscal year ended December 31, 1999 were $11,702,540

     State the aggregate market value of the voting stock held by non-affiliates
computed  by  reference  to the  price at which  the  stock  was  sold,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act).
     Note;  If  determining  whether  a  person  is an  affiliate  will  involve
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

     The aggregate market value of the voting stock held by non-affiliates as of
March 31, 2000 was $ 9,102,981.50

                         (ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS)
     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d)of the  Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes .......No ....... N/A

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
     State the number of shares  outstanding of each of the issuer's  classes of
common equity as of the latest practicable date.

         Title of Each Class                    Number of Shares Outstanding
Common Stock, $.001 par value per share       1,241,833 (as of March 31, 2000)

                       DOCUMENTS INCORPORATED BY REFERENCE
     If the following documents are incorporated by reference,  briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

     Transitional Small Business Disclosure Format (Check one): Yes ; No .

<PAGE>

PART 1

Item 1.  Business

         Description of business

     The Classica Group, Inc. (formerly Saratoga Brands Inc.) (the "Company") is
a New York corporation,  headquartered in Lakewood,  New Jersey. The Company has
two principal business lines: (i) producing and importing  specialty cheeses and
Italian  foods (the  "cheese  business")  and (ii)  producing  and  distributing
delicatessen and snack foods to mobile caterers,  vending  companies,  wholesale
distributors and institutions (the "deli business").
     The Company's cheese business,  Cucina Classica Italiana,  Inc. ("CCI"), is
engaged in the production,  importation and  distribution of premium cheeses and
Italian foods,  and is located at the Company's  headquarters  in Lakewood,  New
Jersey.
     Deli King,  Inc.  ("Deli  King")  operates in a 28,000 square foot facility
located in West Warwick, Rhode Island. From this facility,  often referred to as
a commissary,  Deli King produces  "prepared  foods" such as sandwiches,  soups,
salads,  pasta,  baked goods and other entrees,  and distributes  these products
along with delicatessen and other food items such as snacks and beverages.
     Deli King is  currently  in the  process of moving its  facility  to a more
strategic  location,  which management  believes will enable Deli King to regain
lost business and further grow the business to new levels.
     Classica  Microwave  Technologies,  Inc.  ("CMT") is the  Company's  newest
business.  CMT was formed in the first  quarter of 2000 to provide  solutions to
serious  bacterial  problems  facing the food  industry.  In addition,  CMT will
provide an innovative  microwave  based  processing  system designed to maximize
productivity while reducing operating costs in food processing.  CMT has engaged
one of the leading  European  experts in the field of microwave  technology as a
consultant. Utilizing this technology along with the CMT's proprietary knowledge
of the  application of the technology  will enable CMT to enter the hi-tech food
processing  industry  without  many of the costs  associated  with  research and
development.  CMT has  patents  pending  and will file for  specific  patents in
conjunction  with  certain  specific   applications  of  the  technology.   This
technology will give CMT various  opportunities for revenue generation including
system sales,  assisting clients with product  development,  joint ventures with
users of the system, and acquisition possibilities.

                                       2
<PAGE>

         Products

     The Cheese Business.  CCI is a producer of specialty  Italian-style cheeses
and  Greek-style  Feta and a major importer of Italian  specialty  cheeses,  and
Procuitto di Parma (Italian ham). CCI distributes  its products  nationally with
its heaviest  areas of  distribution  located on the East and West Coasts of the
United States. Its customers are other importers and large distributors who sell
to smaller  distributors  and retail  accounts.  Sixty five percent of sales are
food service; i.e., sales to restaurants, airlines and cruise ships.
     CCI markets Italian specialty and Greek-style Feta cheeses. Bel Paese(R) is
a semi-soft  natural  cheese,  manufactured  in 5 lb. bulk wheels and 6 oz. mini
wheels. In reply to customer demand, several flavors such as Basil and Sun-dried
Tomatoes,  Roasted Garlic, and Hot Red Pepper flavored Bel Paese have been added
to the line.  Greek-style  Feta  cheese and Feta  flavored  with dill,  oregano,
sun-dried  tomatoes and basil, and with peppercorn are produced in random and in
exact weight  portions.  Freshly grated and shredded Romano and Parmesan cheeses
are also produced by CCI and are sold both in bulk for  institutional use and in
consumer-sized  cups. Dry grated  Parmesan and Romano are available in canisters
under the Cucina Classica Italiana(R) brand. CCI annually produces approximately
300,000 pounds of Bel Paese(R) and 150,000 pounds of Feta.
     Galbani(R)  Mascarpone,  Gorgonzola  Dolcelatte and Bel Paese(R) Medallions
are CCI's imported products.  750,000 pounds of Galbani Mascarpone,  a specialty
dessert  cheese was imported in 1999.  CCI imports more than 50% of the nation's
imported   Mascarpone.   In  1999,  the  Company   imported  250,000  pounds  or
approximately  four and one half  million  individual  medallions  of Bel  Paese
Process Medallions, a soft, spreadable cheese.
     Procuitto  di Parma and  Gorgonzola  Dolcelatte(R),  the Italian  blue-mold
cheese, round out the line with 1999 imports of 35,000 pounds and 55,000 pounds,
respectively.
     CCI also imports  Parmigiano  Reggiano,  Grana Padano, and Pecorino Romano,
which are sold in whole wheels, pre-cut portions or freshly grated in deli cups.

     The  Mobile   Catering  and   Wholesale   Business.   Deli  King   produces
approximately 70% of the prepared foods sold by the Company, and this production
consists of  approximately  60%  sandwiches and 40% USDA approved meat products,
soups,  pasta dishes,  and other  entrees.  Sandwiches  are produced fresh daily
based on previous day orders from the mobile catering truck operators and weekly
or more frequently  based upon orders from the vending and wholesale  customers.
The sandwiches  are produced using recipes  developed by Deli King to ensure the
consistency of proper  quantity and quality of  ingredients,  or, in the case of
wholesale and vending customers, to the customer's specifications.
     Soups,  pastas and other  entrees are  prepared  in bulk and then  packaged
either in individual  portion size containers or the appropriate  size container
for the customers  intended use. The in-house prepared food products provide the
largest profit margin of Deli King's products.  The bulk of the remaining 30% of
the prepared foods are purchased  from third  parties.  Frozen items provide the
Company's  second  largest  profit  margin.  Certain meat and meat  products are
purchased in bulk and repacked at Deli King's USDA  facility in Johnston,  Rhode
Island.

                                       3
<PAGE>

     Deli King's bakery  produces  approximately  80% of the pastries and Danish
sold,  with the remaining  products  originating  from other local  bakeries and
larger local and national suppliers.
     The  remaining  products  include  beverages,  snacks and  candy.  Beverage
products include such national brands as Coca-Cola,  Pepsi, 7-Up, Dr. Pepper and
various others, including mineral waters, fruit juices, iced tea and hot tea and
coffee.

     Mobile Catering Business - This division of Deli King derives revenues from
three principal  activities:  (1) the sale of prepared foods, snacks,  beverages
and supplies (ice, containers,  plastic utensils,  etc.) to independent catering
truck  operators  who own their own truck and route,  (2) the rental of catering
routes and trucks to persons who wish to become mobile  caterers but do not have
the  capital  or credit to  purchase  a truck or their  own  route,  and (3) the
operation of a mobile  catering  truck service  facility.  Deli King  management
believes that  approximately  55% of the area mobile  catering  truck  operators
obtain their goods from Deli King's West Warwick,  Rhode Island  facility.  Deli
King has  operated in this market  area since  1985.  Approximately  35% of Deli
King's sales consist of products produced fewer under one of the Company's brand
names at its kitchen and bakery, and at its offsite USDA facility. The remaining
sales consist of  approximately  15% third party prepared  foods,  10% purchased
snacks and 40% beverages.  As is customary in the business,  the mobile catering
operators place orders at the end of each day for sandwiches to be picked up the
following  morning along with other products  selected from the commissary,  and
paid for primarily in cash.
     The mobile  catering  division's  customers  are  substantially  all mobile
catering truck  operators.  There is a small amount of "cash and carry" business
from people  planning  parties and other walk-ins.  The mobile caterers  include
persons  operating  their own  vehicles on their own routes;  persons  operating
their own vehicles on routes rented from Deli King;  and persons  renting one of
the 18 catering  trucks owned by Deli King for use on their own routes or routes
rented from Deli King.  The mobile  caterer  pays a fixed  amount per week for a
route rented from Deli King and a weekly rental for the use of a catering  truck
owned by Deli King.  These  operators are  independent  from Deli King. The West
Warwick  commissary  serves  approximately 60 mobile catering trucks daily as of
December 31, 1999.
     Deli King controls 21 catering routes,  which it "rents" to operators for a
weekly fee. These controlled routes, which are also referred to as owned routes,
represent an  established  series of regular  stops served by the same  vehicle.
Each stop is usually a business  where the  employees  depend on the caterer for
their snacks,  beverages or meals. In some areas,  where the business is located
some distance from any restaurant or market,  the mobile caterer may be the only
source of food and drink items during the workday.
     In addition  to  supplying  the mobile  caterers  with food,  drink and the
related  supplies,  Deli King has a full service facility staffed with mechanics
for the maintenance and repair of mobile  catering  vehicles and equipment.  The
facility is able to service and repair equipment used for mobile  refrigeration,
food warming and hot beverage brewing.

                                       4
<PAGE>

     Wholesale  Business  - This  division  of Deli King  markets a  significant
number of the Catering  division's  products to vending  companies,  DSD (direct
store delivery) operations, other commissaries, and soon through the Internet.
     The wholesale division is currently developing new products for sale to the
club  stores.  Some of these  products  include Home Meal  Replacement  entrees,
pizza, and pastries packaged for retail sale.

         New Products and Expansion

     CCI is continually  seeking to expand its product line by either  producing
or importing new products.  Currently, CCI is working with S.p.A. Egidio Galbani
("Galbani")  on a  marketing  project  to  determine  if there  is a market  for
Galbani's  short shelf life products,  such as fresh  mozzarella,  in the United
States.
     In 1999,  CCI  developed  a  strategy  to sell its  current  as well as new
products on the Internet.  CCI plans to market  gourmet food baskets,  developed
exclusively for sale to its customers, specialty bakery products, pizza, and its
cheeses and Italian  specialty  products.  CCI anticipates a fully  operational,
fully  integrated  Web Site where  customers will have the ability to consummate
purchases completely electronically by mid 2000.
     Deli  King is  constantly  seeking  new food  and  beverage  products.  The
preponderance of advertising for such products,  which is found in most types of
media,  creates consumer  awareness of new items.  Deli King is constantly being
approached by potential  suppliers with new products.  As a member of the Mobile
Industrial Caterers Association, ("MICA"), the Company receives publications and
attends trade shows, which present potential new products.
     At the present time,  Deli King's  kitchen and bakery operate at capacities
of approximately 40% and 35% respectively.  Management believes that the Company
will maintain its current competitive position and that moving to a new facility
nearer to the geographic  area where the majority of the routes are located will
expand the mobile  catering  business and better  utilize the kitchen and bakery
facilities.  In  addition,  Deli King  believes  it can expand its  business  by
opening or servicing distribution locations.  Such satellite operations would be
located  beyond a 30-mile  radius from Deli King's  facility.  The new locations
would operate as distribution and service  facilities where third party products
would be  warehoused.  Prepared foods produced in Deli King's kitchen and bakery
would be shipped to the satellite  locations fresh daily.  Management  estimates
that  the  production  capacity  of the new main  facility  will be  capable  of
supplying  up  to  three  satellite   operations.   While  management   believes
implementation of such growth plans is feasible, no assurance can be given as to
the success of any efforts to expand.

                                       5
<PAGE>


         Competitive Position

     The Cheese  Business  - CCI  maintains  a strong  presence  in the  Italian
specialty  food market.  CCI offers  trade  promotions  to its major  customers,
provides  point-of-sale  materials  to help product  sell-through  at the retail
level, offers consumers various incentives to buy its products and uses consumer
and trade media to increase product awareness nationwide.

     Mobile  catering  business  -  Management   believes  that  Deli  King  has
approximately  55% of the mobile  catering  business in the  geographic  area it
serves.  Maintenance  of its  customer  base is dependent on the ability of Deli
King to provide superior service and reliability. The underlying relationship of
the mobile  caterer with its  customers  is  dependent  on service,  reliability
(customers expect the catering trucks to arrive within a few minutes of the same
time each day) and on product  selection  and quality.  Deli King employs  route
managers whose function is to review the  performance of the mobile  caterers as
it relates to their  service  and  reliability.  The goal is to ensure  that the
Company's quality standards are kept at high levels.
     Management   recognizes  that  some  mobile  caterers   provide  their  own
sandwiches and other entree items by preparing them in their home kitchens,  and
that they  acquire soft drinks,  candy and other items by  purchasing  them from
large discount retail outlets.  Management  believes that these caterers make up
an  insignificant  percentage  of the  remaining  45% of the market.  Management
believes that  substantially  all of the  remaining  45% of the mobile  catering
market are supplied by only one other commissary in Providence, Rhode Island.
     Time is a  valuable  commodity  to the  mobile  caterer.  For that  reason,
drivers  are  limited in the  distance  they can travel from their route area to
obtain their  products.  Management  further  believes  that for this reason the
mobile  caterer  must  choose  between  Deli King and its one major  competitor.
Management believes that moving to its new facility,  closer to the epicenter of
the routes,  will permit Deli King to gain a substantial number of new customers
and  recapture  some of its  previous  customers  who have  gone to  competitors
because of convenience.

     Wholesale  Business - the wholesale  division  competes directly with other
wholesalers  of similar  products.  At this time, the Company has not identified
any competitors  producing identical products to those we are either offering or
anticipate  offering in the future.  The niche of the wholesale division will be
to fill a gap in supplying fresh "Home Meal Replacement"(HMR)  meals, as well as
gourmet quality pastries, where little competition exists.

                                       6
<PAGE>

         Raw Materials

     The raw materials or ingredients used in Deli King's products are available
from many suppliers. The deli business has a core group of 50 vendors with which
it has developed  good  relationships.  Because of the large number of potential
suppliers in the food and beverage  industry,  Deli King is not dependent on any
one supplier.  The prepared food  ingredients  include many well-known  national
brands  such  as  Oscar  Meyer,  Kayem,  Boars  Head,  Dubuque  and  Louis  Rich
(lunchmeats) and Heinz and Kraft dressings and spreads.

         Product Line Exclusivity License & Trademark Agreements

     CCI is the exclusive U.S. importer of the Galbani line of Italian specialty
cheeses and meat products.  Egidio Galbani,  S.p.A. of Milan,  Italy, is a major
force in the  European  Dairy Market with an annual sales volume of about US$1.4
billion  dollars and is a  subsidiary  of GROUPE  DANONE,  with an annual  sales
volume of approximately US$15 billion dollars.
     CCI has the exclusive  right to import Galbani  products into the U.S., and
is the only company  worldwide with the license to manufacture  cheeses  bearing
the Galbani  trademarks.  The  Product  Exclusivity  and License to  Manufacture
Agreements  are granted in a contract,  which runs through the year 2000 when it
will be subject to renewal. CCI is currently  negotiating with Galbani to extend
the agreement into the 21st century.  Management believes that failure to get an
exclusive  right to import  and  manufacture  Galbani  products  will not have a
material effect on operations.
     CCI's   trademarks  are  Cucina  Classica   Italiana(R),   Classika(R)  and
Tal-Fino(R).  CCI is currently  applying for the trademark Classica and uses the
(TM) symbol to denote its application.
     Except for  prepared  foods and baked  goods  produced by and unique to the
deli  business,  the  deli  business  has no  product  line  exclusivity  or any
trademarks under its control. The products produced by the deli business may use
recipes slightly different than for those same products made elsewhere. However,
this is a benefit in that the deli business  sells generic,  traditional  foods,
which must be prepared in a manner  consistent  with the common recipes for each
type of dish.

         Government Regulations

     All of the Company's  subsidiaries  are subject to  regulations of the U.S.
Department  of  Agriculture  (USDA)  and The U.S.  Food and Drug  Administration
(FDA).
     The USDA establishes  regulations for cheese identity and also oversees the
importation of meat products into the U.S. The FDA regulates cheese labeling and
has  established  strict  guidelines   regarding   ingredients  and  nutritional
information.  The State of Rhode Island has jurisdiction  over the activities of
the deli business.  Deli King is subject to federal,  state and local health and
food regulations.  These regulations generally provide standards for sanitation,
storage,  food quality and grade,  shelf lives and product labeling.  Management
strives to keep the deli business in full compliance with these regulations.

                                       7
<PAGE>

     In 1997,  Deli King  acquired  a USDA  certified  processing  operation  in
Johnston,  Rhode  Island,  a short  distance  from its current  operation.  This
facility  produces meat products and HMR meals for the Company under strict USDA
supervision.

         Research & Development

     Research costs for both  operations are minimal.  In recent years,  CCI has
expended  research  and  development  costs  related to  developing  new cheeses
(reduced  fat,  spreadable  versions of current  semi-soft  cheeses,  new flavor
extensions to existing lines).  In the most recent two years,  Deli King has not
expended a material amount on research and  development.  However,  Deli King is
continually  looking to acquire new products  from third  parties.  In addition,
Deli King's  kitchen and bakery work to develop new products to follow  industry
trends  although the monetary  expenditure  for such efforts has been minimal to
date.

         Cost and Effects of Compliance with Environmental Laws

     The  costs  and  effects  of  compliance  with  environmental  laws are not
material to our operations.

         Current Employees

     The Company and its subsidiaries currently employ 48 people of which 43 are
full time.

Item 2.  Description of Property

     CCI  leases  a 20,000  square  foot  facility  at 1835  Swarthmore  Avenue,
Lakewood,  New Jersey 08701, of which  approximately 3,000 square feet serves as
office space. This facility serves as the Company CCI's  headquarters as well as
a cheese drying,  shredding and grating operation and warehouse. The facility is
a  fireproof  high bay  warehouse  located  on 3.5 acres  with  ample  expansion
potential.  The  warehouse  contains  13,000  cubic feet of cooler  space.  This
facility is leased at a basic rent of $7,665 per month or $91,980 annually.  The
lease was renewed in August 1999 for a five-year term with no rent escalation.
     Deli King owns a 28,000 square foot building on 3.88 acres in West Warwick,
Rhode Island. The facility includes administrative and sales offices, warehouse,
frozen and cold storage space, food production areas and equipment service bays.
     Deli King  leases its 2,000  square foot USDA  facility  at 269  Greenville
Avenue,  Johnston, Rhode Island. This facility is leased at a basic rent of $975
per month or $11,700  annually.  The lease was renewed in  September  1999 for a
2-year term expiring on September 1, 2001.

                                       8
<PAGE>

Item 3.  Legal Proceedings

     There  currently  are no  material  legal  proceedings  by or  against  the
Company, or any of its subsidiaries.

Item 4.  Submission of Matters to a Vote of Security Holders

     None

Part II

Item 5.  Market for Common Equity and Related Stockholder Matters

     The  Company's  common  shares  are traded on the  over-the-counter  market
through the NASDAQ Small Cap Market  Trading  System under the symbol TCGI.  The
following  table  sets  forth the range of high and low bid  quotations  for the
common  stock for the period  indicated,  as  reported by NASDAQ,  after  giving
effect to a retroactive  reverse  stock split of 1:5 effective  October 7, 1999.
The quotations are inter-dealer  prices in the  over-the-counter  market without
retail  mark-ups,  markdowns  or  commissions,  and  may  not  represent  actual
transactions.

                                    1999                           1998
                                Common Shares                  Common Shares
Period                       High            Low            High           Low
                         -------------------------------------------------------

January 1 - March 31       $9.0630          $4.2190      $13.4400       $6.2500

April 1 - June 30           5.0000           2.1880       11.7200        6.8800

July 1 - September 30       1.2500           1.0940        9.8500        4.0700

October 1 - December 31     1.9380           1.0000        6.8800        4.0700


     As of March 31, 2000, there were approximately 240 holders of record of the
Company's common stock.
     The  Company  has not paid a cash  dividend  on its common  stock since its
inception.  The Company  expects that for the foreseeable  future,  any earnings
will be retained for use in the business or other corporate purposes,  and it is
not expected that cash or share  dividends will be paid.  However,  there are no
restrictions on the payment of dividends, either by contract or regulation.

                                       9
<PAGE>

Item 6.  Management's Discussion and Analysis of Financial Condition and
                   Results of Operation

     The following discussion and analysis contains forward-looking  statements,
which involve risk and uncertainties. When used herein, the words "anticipated,"
"believe,"  "estimate,"  and "expect" and similar  expressions as they relate to
the Company or its  management  are  intended to identify  such  forward-looking
statements which the meaning of the Private Securities  Litigation Reform Act of
1995. The Company's  actual results,  performance or  achievements  could differ
materially  from the  results  expressed  or  implied  by these  forward-looking
statements.
     Management's  Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Audited Consolidated Financial
Statements and related notes, which are contained in Item 7 herein.

     Results of Operations for the Years Ended December 31, 1999 and 1998

     Net sales for the year ended  December 31, 1999 were  $11,702,540  compared
with  $12,754,266 in 1998, a decrease of $1,051,726,  or 8.2%.  This decrease is
the result of a reduction in sales of $1,274,198 or 28.7% at the Company's  Deli
King  subsidiary,  partially  offset by an increase of $408,500 or 5.0% in CCI's
net sales. The reduction in net sales at the Deli King subsidiary  resulted from
the abandonment of the direct store delivery division (JR's Delis,  Inc.) at the
end of 1998, and the loss of a significant  number of  independent  caterers who
left to move to a  commissary  with a location  closer to the area  serviced  by
their  routes.  Subsequent  to  year-end,  Deli King has taken steps to move its
operation.  Management believes that this move will improve the profitability of
the mobile  catering  business by  substantially  increasing  its revenues.  The
increase  in  revenues  at CCI was  primarily  the result of an  increase in the
volume of sale of imported  cheese  products  and CCI's own grated and  shredded
cheese products.
     The Company  generated  gross profit of $2,577,291 or 22.0% of net sales in
1999,  verses  $3,003,253  or 23.5% of net sales in 1998.  The decrease in gross
profit margin was the result of a reduction in gross profit of $406,552 or 50.8%
at the Deli King subsidiary. CCI's gross profit increased to $2,202,312 or 25.7%
of net sales in 1999  compared to  $2,035,694  or 24.9% of net sales in 1998, an
increase  of  $166,618.  CCI's  gross  profit  will  continue to increase as CCI
continues to shift its product mix to maximize profitability.
     Selling, general and administrative expenses were $2,617,338 and $2,191,187
in 1999 and 1998, respectively. This represents an increase of $426,151 or 19.4%
of net sales.  This  increase is the result of increased  costs at the Deli King
subsidiary  resulting from an attempt to increase wholesale business as a result
of the loss of caterers due to our undesirable location,  and increased costs at
the CCI subsidiary  resulting from the employment of a Vice  President-Market  &
Sales (a new position),  expenditures for brand design, new packaging, and sales
literature,  and  internal  non-capital  costs of  developing  a new  e-commerce
website.

                                       10
<PAGE>

     Results from  operations for the year ended December 31, 1999 was a loss of
$(797,913)  versus  income of $329,759 in 1998.  This  represents a reduction of
$1,127,672  of  which  $705,000  resulted  from a  non-cash  write-down  for the
impairment of certain  long-lived assets and identifiable  intangibles assets at
Deli  King.  Additionally,  $52,866  resulted  from  the  loss on the  abandoned
operation at Deli King.  CCI's  results from  operations  for 1999 were $959,375
compared to $904,419 in 1998, an increase of $54,956.
     Interest expense was $297,810 and $274,591 for the years ended December 31,
1999 and 1998  respectively.  The increase is the result of  additional  capital
leases and short-term debt of $300,000 at December 31, 1998,  which was paid off
during 1999.
     The Company  reported no provision  for Federal  income taxes for the years
ended  December  31,  1999 and 1998,  as the Company had a net loss for 1999 and
taxable  operating  earnings were offset by net operating loss carry forwards in
1998.  The Company  reported a provision  for state  income taxes of $28,000 and
$31,000 for the years ended December 31, 1999 and 1998, respectively.

     Liquidity and Capital Resources

     The  Company's  sources of capital  include,  but are not  limited  to, the
issuance of public or private  debt,  bank  borrowings,  capital  leases and the
issuance of equity securities.
     At December 31, 1999, the Company had a net worth of $2,603,743 compared to
$3,727,466  at December  31,  1998.  The Company  has limited  requirements  for
capital  expenditures in the immediate  future,  except for the costs related to
moving the Deli King operation to its new facility,  and the start-up of the new
CMT  subsidiary.  To that end, on February 1, 2000,  the Company  issued 210,000
shares of its common  stock in a private  placement,  for which it  yielded  net
proceeds of $300,000.
     CCI's factoring  arrangement with GMAC Commercial  Credit, LLC has adequate
availability  to  provide  working  capital  to  support  sales  growth  in that
division.
     Deli King owns real estate with a market value of approximately  $1,450,000
against  which there exists a mortgage in the amount of $703,125 at December 31,
1999.  Additionally,  Deli King has a loan collateralized by its fleet of trucks
in the amount of $131,934 at December  31, 1999.  Except for a capital  lease on
two of its  computer  all other Deli King  assets are owned free and clear,  and
provide  adequate  collateral to support  borrowing for working capital needs in
that subsidiary.
     The Company utilizes capital leases for the acquisition of operating assets
at the  subsidiaries  when  appropriate.  At December 31, 1999,  the Company has
capital leases with an unamortized balance of $331,152.
     Management believes that the Company has sufficient working capital to meet
the needs of its current level of operations.

                                       11
<PAGE>

     Anticipated Future Growth

     New Business - Classica Microware Technologies, Inc.

     Classica  Microwave   Technologies,   Inc.  ("CMT")  is  currently  testing
microwave  processing  systems for use food processing.  CMT is anticipating the
delivery of its first  laboratory  system in early May of 2000. This system will
have the  ability to develop and test food  products  for  companies  looking to
ensure the bacterial  integrity of their products.  In addition,  CMT's engineer
has been  successful in designing a microwave  system  capable of drying various
food products.  We anticipate  installing a second  laboratory  system utilizing
this drying process.
     The   above   system   will   provide   longer   fresh   refrigerated   and
non-refrigerated  shelf life without dependency on additives or preservatives of
any  kind.  We will  also have the  ability  to  develop  new  products  for the
expansion of the product lines of our other companies.
     CMT expects to have several revenue sources  including;  the development of
food  products  having  bacterial   integrity  and  extended   refrigerated  and
non-refrigerated  shelf life, the sale of systems to food  processors  concerned
about the bacterial  integrity of their  products,  and strategic joint ventures
for product development and sales with existing food processors.
     Management  believes  that the  future  growth of the  Company  will be the
result  of five  efforts;  (1) the  operations  of the  Company's  new  Classica
Microwave  Technologies,  Inc.  subsidiary (2) acquisition of other companies in
the food and food related industries, (3) increasing sales to existing customers
by offering new products and product  lines,  (4) obtaining new customers in the
existing markets  developing new markets via current marketing  channels and the
internet,  and  (5)  controlling  and  containing   production,   operating  and
administrative costs.

     Year 2000

     The Company began  assessing  the possible  impact of the Year 2000 ("Y2K")
issues on its  business  operations  early in 1999.  The issue arose  because of
information  technology  ("IT"),  which  utilized a two-digit  date  field.  Y2K
introduced the potential for error and miscalculations  related to IT and non-IT
systems  which were not designed to  accommodate a date of year 2000 and beyond.
As of April 12, 2000, the Company had  encountered  no  significant  Y2K related
problems.
     The Company  successfully  implemented  a program to assess,  mitigate  and
remediate the potential impact of the Year 2000 problem  throughout the Company.
The cost of  remediation  efforts  was  immaterial,  and as such,  the Year 2000
problem did not have a material effect on the financial position of the Company,
nor the results of its operations.

                                       12
<PAGE>

Item 7.  Financial Statements

     Response  submitted as a separate section of this report commencing on page
F-1.

Item 8.  Changes in and Disagreement With Accountants on Accounting and
         Financial Disclosure

     NONE

 Part III.

Item 9.  Directors, Executive Officers, Promoters and Control Persons

     Incorporated  by reference  from the proxy  statement,  which will be filed
within 30 days of the filing of this report.

Item 10. Executive Compensation

     Incorporated  by reference  from the proxy  statement,  which will be filed
within 30 days of the filing of this report.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     Incorporated  by reference  from the proxy  statement,  which will be filed
within 30 days of the filing of this report.

Item 12. Certain Relationships and Related Transactions

     Incorporated  by reference  from the proxy  statement,  which will be filed
within 30 days of the filing of this report.

Item 13. Exhibits and Reports on Form 8-K

     NONE


Exhibit No.          Description of Exhibit                                 Note

3. (a) - -  Certificate of Incorporation                                      1
   (b) - -  By-Laws, as amended                                               1

                                       13
<PAGE>

4. (a) - -  Form of Warrant Agency Agreement between Registrant Thomas        1
            James Associates, Inc. and American Stock Transfer & Trust
            Company with
            attached form of Warrant
   (b) - -  Form of Private Placement I Warrant                               1
   (c) - -  Form of Private Placement II Warrant                              1
   (d) - -  Form of Private Placement Warrant                                 1
10.(a) - -  Lease agreement between Saratoga Brands and Hoffman Investors     1
            Corp. dated August 18, 1992
   (b) - -  Amended Employment Agreement between Registrant and Daniel J.     1
            Feld dated January 26, 1994
   (c) - -  Option Agreement, as amended between Registrant and Daniel J.     1
            Feld respecting 15,584 (as adjusted) Common Shares
   (d) - -  Incentive Option Plan dated June 12, 1991                         1
   (e) - -  Form of Incentive Stock Option contract                           1
   (f) - -  Restricted Stock Purchase Agreement                               1
   (g) - -  Factoring Agreement dated October 23, 1992 between Saratoga       1
            Brands Inc. and Platinum Funding Corp.
   (h) - -  Form of Owner Operator distributor Agreement                      1
   (i) - -  Form of Agreement between the Company and holder of the 11%       1
            subordinated Notes and Warrants to purchase common shares
   (j) - -  Asset Purchase Agreement, dated as of January 5, 1994,            1
            between Saratoga Brands Inc. and Mellons Limited
   (k) - -  Voting and Limitation of Transfer Agreement between Daniel J.     2
            Feld, Registrant and Mellons, Limited.
   (l) - -  Amended and Restated Employment Agreement between Registrant      2
            and Daniel J. Feld
   (m) - -  Non-Compete Agreement between the Registrant and Agama, Inc.      2
   (n) - -  Non-Compete Agreement between Mellons Limited and the             2
            Registrant.
   (o) - -  Lease Agreement between Cucina Classica Italiana, Inc. and        3
            Arthur Sommers
   (p) - -  Lease Agreement between Cucina Classica Italiana, Inc. and        3
            Angelo Dominioni.
   (q) - -  Lease Agreement between JR's Delis, Inc. and Chicken by           3
            Chickadee Farms, Inc.
   (r) - -  Employment Agreement between the Registrant and Scott G.          3
            Halperin, dated August 16, 1995
   (s) - -  Acquisition Agreement between the Registrant and Cucina           4
            Classica Italiana, S.p.A.
   (t) - -  Acquisition Agreement between the Registrant and Goldberg,        5
            Feinstein and Sons Company

                                       14
<PAGE>

   (u) - -  Amendment to the Acquisition Agreement between the Registrant     6
            and Goldberg, Feinstein and Sons Company
   (v) - -  Credit Agreement between Cucina Classica Italiana, Inc. and       7
            Banca Nazionale del Lavoro S.p.A. - New York Branch, Istituto
            Bancario San Paolo di Torino - New York Branch, Banco di
            Sicilia S.p.A. -  New York Branch, Banca Populare di Milano -
            New York Branch, and  Banca Commerciale Italiana - New
            York Branch
   (w) - -  Termination  Agreement between the Registrant and Daniel J.       8
            Feld
   (x) - -  Merger and Real Estate Purchase Agreement Between the Company     9
            and Roy LaCroix for the purchase of Deli King, Inc.
   (y) - -  Credit Agreement between Cucina Classica Italiana, Inc.          10
            and Banca Nazionale del Lavoro S.p.A. - New York Branch,
            dated December 15, 1997
   (z) - -  Credit Agreement between Cucina Classica Italiana, Inc.          10
            and BancaCommerciale Italiana - New York Branch, dated
            December 15, 1997
  (aa) - -  Forgiveness Agreement between Cucina Classica Italiana,          10
            Inc. and Istituto Bancario San Paolo di Torino - New York
            Branch, dated December 29, 1997
  (ab) - -  Forgiveness Agreement between Cucina Classica Italiana, Inc.     10
            and Banca Populare di Milano - New York Branch, dated
            December 29, 1997
  (ac) - -  Forgiveness Agreement between Cucina Classica Italiana, Inc.     10
            and Banco di Sicilia S.p.A. - New York Branch, dated
            December 31, 1997
  (ad) - -  Settlement Agreement between Saratoga Brands, Inc., Angelo M.    10
            Dominioni, Valerie A. Dominioni, Silvana L. Dominioni,
            Robert J. Castellano, and Cucina Classica Italiana, SpA,
            dated December 31, 1997
  (ae) - -  Employment Agreement between the Registrant and Scott G.         10
            Halperin, dated August 1, 1997
  (af) - -  Employment Agreement between the Registrant and Bernard F.       10
            Lillis, Jr., dated August 1, 1997
  (ag) - -  Lease Agreement between Deli King, Inc. and Giovanni and Lina    10
            Conti, dated September 1, 1997.
  (ah) - -  Investment Banking Agreement between the Company and M.H.        10
            Meyerson and Co., Inc.


                                       15
<PAGE>


NOTES

     1. Filed with the  Company's  registration  statement on form S-1 (File No.
        33-36937), and incorporated herein.
     2. Filed with the  Company's  Form 8-K filed on  February  14,  1995,  and
        incorporated herein.
     3. Filed with the Company's 1994 Form 10-KSB, and incorporated herein.
     4. Filed with the Company's Form 8-K filed on November 4, 1994, and
        incorporated herein.
     5. Filed with the Company's Form 8-K filed on November 10, 1994, and
        incorporated herein.
     6. Filed with the Company's Form 8-K filed on March 28, 1995, and
        incorporated herein.
     7. Filed with the Company's Form 8-K filed on March 14, 1995, and
        incorporated herein.
     8. Filed with the Company's Form 8-K filed on August 18, 1994, and
        incorporated herein.
     9. Filed with the  Company's  Form 8-K dated April 29,  1996,  and
        incorporated herein.
    10. Filed with the Company's Form 8-K dated June 8, 1998 and
        incorporated herein.

         (b)      Reports on Form 8-K.

    Form 8-K Filed on June 8, 1998
       Item 4.  Changes in Registrant's Certifying Accountant

                                       16
<PAGE>

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

THE CLASSICA GROUP, INC.
(Formerly Saratoga Brands, Inc.)



By:  /s/ Scott G. Halperin                               Date:   April 14, 2000
     -------------------------------
     Scott G. Halperin
     Chairman of the Board
     Chief Executive Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.



By: /s/ Scott G. Halperin                                Date:   April 14, 2000
    -------------------------------
    Scott G. Halperin
    Chairman of the Board
    Chief Executive Officer
    Audit Committee Member

By: /s/ Bernard F. Lillis, Jr.                          Date:    April 14, 2000
    -------------------------------
    Bernard F. Lillis, Jr.
    Chief Financial Officer
    Principal Accounting Officer
    Director

By: /s/ Joseph M. Greene                                 Date:   April 14, 2000
    -------------------------------
    Joseph M. Greene
    Director
    Audit Committee Member

By: /s/ Alan Rubin                                      Date:    April 14, 2000
    -------------------------------
    Alan Rubin
    Director

                                       17
<PAGE>

                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                                      INDEX



                              FINANCIAL STATEMENTS


Included in Part II


Independent Auditors' Report


Reports of Independent Certified Public Accountants


Consolidated Balance Sheet at December 31, 1999


Consolidated Statements of Operations for the Years Ended
     December 31, 1999 and 1998


Consolidated Statements of Cash Flows for the Years Ended
     December 31, 1999 and 1998


Consolidated Statements of Changes in Stockholders' Equity for the Years Ended
     December 31, 1999 and 1998


Notes to Consolidated Financial Statements



                                       F-1
<PAGE>




                          INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders of
The Classica Group, Inc. and Subsidiaries
(formerly Saratoga Brands, Inc. and Subsidiaries)
Lakewood, New Jersey


We have  audited the  accompanying  consolidated  balance  sheet of The Classica
Group,  Inc. and Subsidiaries  (formerly  Saratoga Brands Inc. and Subsidiaries)
(the "Company") as of December 31, 1999, and the related consolidated statements
of operations,  changes in  stockholders'  equity,  and cash flows for the years
ended  December  31,  1999  and  1998.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial position of the Company at December 31, 1999,
and the results of its  operations  and its cash flows for each of the two years
in the period ended  December 31, 1999 in  conformity  with  generally  accepted
accounting principles.


DELOITTE & TOUCHE LLP

Parsippany, New Jersey
April 10, 2000

                                       F-2
<PAGE>



                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                           Consolidated Balance Sheet
                                December 31, 1999


                                     ASSETS

Current Assets:
  Cash and cash equivalents                                             $26,550

  Accounts receivable - net of allowance for doubtful accounts
     of $46,132                                                         826,186


  Inventories                                                           657,416


  Prepaid expenses and other current assets                             144,747
                                                               -----------------

      Total current assets                                            1,654,899


Fixed assets - net                                                    2,689,828

Other assets                                                            651,286

Intangible assets  - net                                              1,075,955
                                                               -----------------

      TOTAL   ASSETS                                                 $6,071,968
                                                               =================

               See notes to the Conslidated Financial Statements.

                                       F-3
<PAGE>

                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                     Consolidated Balance Sheet (continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                   LIABILITIES

Current Liabilities:
  Accounts payable and accrued expenses                              $2,208,989


  Current portion of long-term debt                                     177,667


  Current portion of capital lease obligations                           78,111
                                                                 ---------------

      Total current liabilities                                       2,464,767

Long-term debt                                                          750,417

Capital lease obligations                                               253,041
                                                                 ---------------

      Total liabilities                                               3,468,225
                                                                 ---------------

                 COMMITMENTS AND CONTINGENCIES (Notes 8 and 12)

                              STOCKHOLDERS' EQUITY

Preferred stock                                                         397,898
  Class A participating convertible preferred shares, $1 par value,
  stated at liquidation value, authorized 200 shares of which 16.5
  shares are issued and outstanding.

Common stock                                                              1,009
  Par value $.001 - 25,000,000 shares authorized,1,009,333 share
  issued and outstanding

Additional paid-in-capital                                              525,114

Retained earnings                                                     1,679,722
                                                                 ---------------

      Total stockholders'equity                                       2,603,743
                                                                 ---------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $6,071,968
                                                                 ===============

               See notes to the Conslidated Financial Statements.



                                       F-4
<PAGE>


                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                      Consolidated Statements of Operations
                 For the Years Ended December 31, 1999 and 1998


                                                       For the Year Ended
                                                           December 31,
                                              ----------------------------------
                                                    1999                1998

Net sales                                       $ 11,702,540       $ 12,754,266

Cost of sales                                      9,125,249          9,751,013
                                               ---------------------------------

Gross profit                                       2,577,291          3,003,253

Selling, general and administrative expenses       2,617,338          2,191,187

Impairment of long-lived assets                      705,000               -

Loss on abandoned operation                           52,866            482,307
                                               ---------------------------------

(Loss) income from operations                       (797,913)           329,759

Interest expense - net                               297,810            274,591
                                               ---------------------------------

(Loss) income before income taxes                 (1,095,723)            55,168

Income taxes                                          28,000             31,000
                                               ---------------------------------

Net (loss) income                               $ (1,123,723)          $ 24,168
                                               =================================


EARNINGS PER COMMON SHARE

BASIC & DILUTED

Net (loss) income                                    $ (1.11)            $ 0.02
                                               =================================



Basic weighted average shares used in computation  1,009,333            980,361

Diluted weighted average shares
   used in computation                             1,009,333          1,023,539

               See notes to the Conslidated Financial Statements.



                                       F-5
<PAGE>



                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 1999 and 1998


                                                         For the Year Ended
                                                            December 31,
                                                       1999             1998
                                                  ------------------------------
Cash Flows from operating activities:
    Net income                                     $(1,123,723)        $ 24,168
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                      486,010          431,118
    Impairment of assets                               705,000              -
    Provision for losses (recoveries)
      on accounts receivable                           (34,423)           2,555
    Loss on sale of equipment                              -              1,550
    Increase in accounts receivable                    125,636           14,400
    Increase in inventories                           (164,578)         (48,604)
    Increase in prepaid expenses and other
      current assets                                   (69,284)          (1,912)
    Increase in other assets                           (63,873)        (226,677)
    (Decrease) increase in accounts payable and
       accrued expenses                                846,277         (334,178)
                                                  ------------------------------
    Net cash provided by operating activities          707,042         (137,580)

Cash flows from investing activities:
    Purchase of fixed assets                          (433,213)        (295,259)
    Increase in intangible assets                          -            (61,232)

    Net cash (used in) provided by
      investing activities                            (433,213)        (356,491)

Cash flows from financing activities:
    Proceeds of long term debt                         150,250          750,000
    Repayment of long term debt                       (646,522)        (441,069)
    Proceeds from capital leasing transactions         228,125          168,775
    Repayment of capital leases                        (87,489)        (104,223)

    Net cash provided by (used in)
      financing activities                            (355,636)         373,483

Decrease in cash and cash equivalents                  (81,807)        (120,588)

Cash and cash equivalents at beginning of year         108,357          228,945

Cash and cash equivalents at end of year                26,550         $108,357

Supplemental disclosure of cash flow information:

    Interest paid                                     $299,398         $266,869
    Income taxes paid                                   $1,344           $1,350

               See notes to the Conslidated Financial Statements.



                                       F-6
<PAGE>



                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
            Consolidated Statement of Changes in Stockholders' Equity
                 For the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                CLASS "A" PARTICIPATING
                                 CONVERTIBLE PREFERRED
                                         SHARES
                                -----------------------
                                                                                             TREASURY SHARES,
                                                            COMMON SHARES                        AT COST
                                              AMOUNT   ----------------------            ---------------------
                                             STATED AT                        ADDITIONAL
                                 NUMBER OF  LIQUIDATION   NUMBER OF            PAID-IN     NUMBER OF           RETAINED
                                  SHARES       VALUE       SHARES     AMOUNT   CAPITAL      SHARES    AMOUNT   EARNINGS    TOTAL
                                   -------------------------------------------------------------------------------------------------
<S>                              <C>      <C>            <C>        <C>     <C>             <C>    <C>     <C>         <C>
Balance at December 31, 1997       16.5     $ 397,898      955,394    $ 955   $ 531,892       (31)   $ (645) $ 2,779,277 $3,709,377
                                   -------------------------------------------------------------------------------------------------

Issuance of Common Shares
     for options exercised                                  53,970       54      (6,133)                                     (6,079)
Treasury shares cancelled                                      (31)                (645)       31     $ 645                     -
Net Income                                                                                                        24,168     24,168
                                   -------------------------------------------------------------------------------------------------

Balance at December 31, 1998       16.5       397,898    1,009,333    1,009     525,114         -         -    2,803,445  3,727,466
                                   -------------------------------------------------------------------------------------------------

Net (loss)                                                                                                    (1,123,723)(1,123,723)
                                   -------------------------------------------------------------------------------------------------

Balance at December 31, 1999       16.5     $ 397,898    1,009,333  $ 1,009   $ 525,114         -         -  $ 1,679,722 $2,603,743
                                   =================================================================================================
<CAPTION>
</TABLE>
               See notes to the Conslidated Financial Statements.


                                       F-7
<PAGE>

                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998

                                                    F-8

NOTE 1 --ORGANIZATION AND BUSINESSES

     The Classica Group, Inc. (formerly  Saratoga Brands,  Inc.) (the "Company")
is a distributor  of specialty  cheeses and through its  subsidiaries  operate a
food processor, distributor and mobile catering business servicing Rhode Island,
eastern  Connecticut and  southeastern  Massachusetts.  In the fourth quarter of
1998, the Company abandoned the operation of its Direct Store Delivery operation
due to its inability to demonstrate profitable  operations.  Revenues associated
with this operation were $729,166 in 1998.


NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

     The consolidated  financial  statements include the accounts of the Company
and its  wholly-owned  subsidiaries.  All  material  intercompany  balances  are
eliminated.

INVENTORIES

     Inventories  are stated at the lower of cost or market as determined by the
first-in,  first-out method.  The components of inventories at December 31, 1999
were as follows:

       Raw Materials         Finished Goods            Total
      -------------------------------------------------------
          118,937               $538,479             $657,416


DEPRECIATION AND AMORTIZATION

     Depreciation  and  amortization  is computed  utilizing  the straight  line
method over the estimated useful lives of the related assets as follows:

            Fixed assets                       3 - 38.5 years
            Identifiable intangible assets     5 - 15   years

     The Company will assess the  recoverability  of fixed assets and intangible
assets based on existing facts and circumstances and projected undiscounted cash
flows  generated  by such  assets.  Should  the  Company's  assessment  indicate
impairment an appropriate  write-down will be recorded on a discounted cash flow
basis. The Company recorded an impairment  charge of $705,000 for the year ended
December 31, 1999. See Note 3.

                                       F-8
<PAGE>

                   THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)


REVENUE RECOGNITION

     Revenues are recognized upon shipment of product.


GOODWILL

     Goodwill,  which  represents  costs in excess of the fair  value of the net
assets acquired, is amortized on the straight-line basis over 10 years.
     The Company will assess the  recoverability  of goodwill  annually based on
existing facts and circumstances on an undiscounted cash flow basis.  Should the
Company's  assessment  indicate  impairment,  an appropriate  write-down will be
recorded on a discounted cash flow basis.


CASH EQUIVALENTS

     For purposes of the  statement  of cash flows,  the Company  considers  all
highly liquid debt instruments purchased with a maturity of three months or less
when purchased to be cash equivalents.


CONCENTRATION OF RISK

     The Company  does not have any single  customer  who accounts for more than
10% of the Company's  trade  receivables  or sales.  The Company's  products are
distributed  nationally.  Most of the Company's customers are food retailers and
distributors.
     Approximately  30% of the Company's  sales volume relates to products which
are purchased from one supplier  under an exclusive  contract which runs through
the year  2000  when it will  come up for  renewal.  The  Company  is  currently
negotiating the renewal of the contract.  Management  believes failure to get an
exclusive contract will not have a material effect on operations.


DEFERRED FINANCING COSTS

     Deferred  financing costs are amortized  utilizing the interest method over
the life of the related indebtedness.


                                       F-9
<PAGE>

                   THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)


USE OF ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying notes. Actual results could differ from those estimates.



NEW ACCOUNTING STANDARDS NOT YET ADOPTED

     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 as amended by
SFAS No. 137,  applies to all entities and to all types of  derivatives,  and is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
The adoption of SFAS No. 133 is not expected to materially  affect the financial
position or results of operations of the Company.


NOTE 3 - IMPAIRMENT LOSS

     In the  fourth  quarter of fiscal  1999,  the  Company  recorded a non-cash
accounting   charge   related  to  an  impairment  of  certain   long-lived  and
identifiable  intangible assets. The asset impairment was computed in accordance
with Company  policy as described in Note 2. This resulted in a pre-tax non cash
charge of $705,000 or $.70 per share.


NOTE 4 - FIXED ASSETS

          Fixed assets consists of the following at December 31, 1999:

                                                             Useful Life
                                                             -----------
                 Land                          $ 611,007
                 Buildings                       894,402      38.5 years
                 Furniture & equipment         1,177,038      3-10 years
                 Vehicles                        517,681     5 - 7 years
                 Leasehold Improvements           45,400         5 years
                 Equipment held for sale          10,000
                 Capital leases                  460,732
                                             ------------
                   Total cost                  3,716,260
                 Less accumulated depreciation
                  and amortization            (1,026,432)
                                             ------------
 Fixed assets, net                            $2,689,828
                                             ============

                                       F-10
<PAGE>

                   THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)


     Depreciation  and  amortization  is  computed  on  a  straight-line  basis.
Depreciation  and  amortization  expense was  $315,102 and $263,247 for 1999 and
1998, respectively.  An impairment loss of $705,000,  including $525,000 related
to fixed assets was recorded as a reduction of the carrying value of such assets
for the year ended December 31, 1999. See Note 3.



NOTE 5 - INTANGIBLE ASSETS

     Intangible assets consists of the following at December 31, 1999:

          Goodwill                                       $300,000
          Trademarks and licenses                         555,785
          Catering routes                               1,074,622
                                                       -----------
                                                        2,110,407
          Accumulated amortization                       (854,452)
                                                       -----------
          Intangible assets, net                      $ 1,075,955
                                                       ===========


     Amortization  of  intangibles  was $170,908 and $137,871 for 1999 and 1998,
respectively. An impairment loss of $705,000, including $180,000 relating to the
catering  routes was recorded as a reduction of the carrying  value for the year
ended December 31, 1999. See Note 3.


NOTE 6 - OTHER ASSETS

     Other assets consist of the following at December 31, 1999:

     Pledged collateral account                                 $323,642
     Deferred financing costs                                     36,135
     Accounts and notes receivable                               221,311
     Deposits                                                     43,812
     Other                                                        26,386
                                                        -------------------

     Total                                                      $651,286
                                                        ===================



                                       F-11
<PAGE>



                   THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)

NOTE 7-- LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1999:

      Term Loan - payable in installments through 2000.
      Interest at prime (8.50% at December 31, 1999)
      plus 1%. Secured by accounts receivable, inventories
      and fixed assets.                                                $ 35,400

      Term Loan - payable $37,500 annually  through 2002.
      Balloon payment in 2003. Interest at 8%.
      Secured by building.                                              703,125

      Note Payable, unsecured- payable in monthly installments of
      $9,375.  Interest at prime (8.50% at December 31, 1999),
      plus 1%.                                                           46,875

      Note Payable - payable in monthly installments of $4,837
      Interest at 9.865%. Secured by certain vehicles.                  131,934


      Other                                                              10,750
                                                                      ----------

      Subtotal                                                          928,084

      Less current maturities                                           177,667
                                                                      ----------

      Long -term debt                                                  $750,417
                                                                      ----------

Maturities of long-term debt are as follows:

                           2000          $177,667
                           2001            89,509
                           2002            70,283
                           2003           590,625
                                       ------------

                                         $928,084
                                       ============



                                       F-12
<PAGE>


                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)


NOTE 8 - LEASE OBLIGATIONS

     At December 31, 1999, the Company was liable under terms of  noncancellable
leases for the following minimum lease commitments:


                                     Capital           Operating Leases
Year Ending December 31,             Leases      Lakewood, NJ      Johnston, RI
--------------------------------------------------------------------------------
2000                               $ 108,357         $ 91,975          $ 11,700
2001                                 106,442           91,975             7,800
2002                                 100,079           91,975                 -
2003                                  76,599           91,975                 -
2004                                  12,478           61,317                 -
                                   ---------------------------------------------
Total minimum lease payments         403,955          429,217            19,500
                                                  ==============================
Less:  amount representing interest  (72,803)              (a)               (b)
                                   ---------------
Present value of net minimum lease
     payments including current
     maturities of $78,111         $ 331,152
                                   ===============


(a)  The lease had a five-year term expiring on August 31 1999.  The Company
     renewed the lease for an additional five years at an annual rental of
     $91,975.

(b)  The lease had a two- year term  expiring  on  September  1,  1999.  The
     Company  renewed  the  lease for an  additional  two years at an annual
     rental of $11,700.


Rent  expense for the years ended  December  31, 1999 and 1998 was  $118,679 and
$114,168, respectively.



                                       F-13
<PAGE>


                   THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)


NOTE 9-- EARNINGS PER SHARE

     In accordance  with SFAS No. 128  "Earnings Per Share," basic  earnings per
share has been computed based upon the weighted  average number of common shares
outstanding.  Diluted earnings per share gives effect to outstanding options and
warrants.  The financial statements reflect share amounts after giving effect to
a reverse  stock split of 1 for 5 on October 7, 1999.  Earnings per common share
have been computed as follows:

                                                   Year Ended
                                ------------------------------------------------
                                     December 31, 1999       December 31, 1998
                                    Basic       Diluted      Basic      Diluted
                                -------------------------  ---------------------

Net (Loss) Income               $(1,123,723) $(1,123,723)  $ 24,168    $ 24,168
                                ================================================
Average common shares
   outstanding                    1,009,333    1,009,333    980,361     980,361
Stock options and warrants               -            -          -       43,178
                                ------------------------------------------------
Total average equivalent shares   1,009,333    1,009,333    980,361   1,023,539
Net (Loss) income per share         $ (1.11)     $ (1.11)    $ 0.02      $ 0.02
                                ================================================


     Options and  warrants to  purchase  697,649 and 111,968 of common  stock at
prices ranging from per share were  outstanding in 1999 and 1998,  respectively,
but were not included in the  computation of diluted  earnings per share because
would have been antidilutive.

                                       F-14
<PAGE>


                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)


NOTE 10- Income Taxes

     The income tax provision is comprised of the following for the years ended:



                                                               December 31,
                                                            1999         1998
                                                        ------------------------
Current
   Federal                                                 $   -      $      -
   State                                                   28,000        31,000
Deferred
   Federal                                                (94,152)   (1,194,000)
   State                                                       -             -
                                                        ------------------------
Subtotal                                                  (66,152)   (1,163,000)
Valuation allowance                                        94,152     1,194,000
                                                        ------------------------
Income tax provision                                     $ 28,000      $ 31,000
                                                        ========================

The balance sheet classification of the deferred income
   tax assets and liabilities is as follows:

                                     December 31,                   December 31,
                                        1999                            1998
                                     Non-current                    Non-current
                                  ----------------------------------------------
Assets                              $ 1,488,152                     $ 1,394,000
Liabilities                                  -                               -
                                  ----------------------------------------------

Subtotal                              1,488,152                       1,394,000
Less: Valuation allowance            (1,488,152)                     (1,394,000)
                                  ----------------------------------------------

Total                               $        -                      $        -
                                  ==============================================


     During the years  ended  December  31, 1999 and 1998,  the  increase in the
valuation  allowance  was $94,152 and  $1,194,000,  respectively.  These charges
reflect  increases in the valuation  allowance related to the deferred tax asset
which the Company has concluded is not likely to be realized.

                                       F-15
<PAGE>

                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)

     The Company  will  continue to assess the  recoverability  of its  deferred
income  tax  asset  and  adjustments  may be  necessary  based  on the  evidence
available at that time. The difference between the statutory rate of tax and the
actual tax expense relates entirely to state tax expense.


NOTE 11 -- STOCKHOLDERS' EQUITY

     At December 31, 1999 there were 16.5 preferred  shares  outstanding  all of
which are convertible into common shares at the holder's option.


NOTE 12-- COMMITMENTS

         Factoring Agreement

     The  Company  is a party to a  factoring  agreement  with  GMAC  Commercial
Credit, LLC  (GMAC)(formerly  Bank of New York Financial  Corporation),  through
June 15, 2001. The Company is required to factor  substantially all of its trade
receivables  in return for  immediate  cash credit for a major  portion of these
factored  receivables as well as a portion of the finished goods inventory.  The
factoring  fee is 1% of the  invoice  amount  and 1% over  prime  on the  amount
advanced under the factoring agreement. The prime rate was 8.75% at December 31,
1999.  The factoring  agreement  provides The Company with an ability to receive
advances collateralized by invoices and inventory of $2.0 million and letters of
credit in favor of  suppliers of an  additional  $1.0  million.  The Company has
pledged all of its accounts receivable,  inventories,  real estate and equipment
as collateral for this credit agreement.


          Investment Banking Agreement

     On October  28,  1997,  the  Company  entered  into an  investment  banking
agreement with M.H.  Meyerson & Co., Inc.  ("Meyerson").  Under the terms of the
agreement,  Meyerson is to provide investment-banking services to the Company on
a  non-exclusive  basis for a five-year  term. In connection with the agreement,
the Company granted Meyerson warrants to purchase16,667  shares of the Company's
common stock at a price of $7.50 per share and 16,667 shares at a price of $9.00
per share, a total of 33,334 shares of common stock of the Company.  At December
31, 1999,  all warrants  were fully  vested.  The warrants are  cancelable  upon
termination of the agreement;  however, once vested the warrants shall remain in
force until  either  exercised or upon  expiration  thereof on October 28, 2002.
Additionally, the Company paid a one-time fee in the amount of $25,000, which is
being amortized over the life of the agreement.


                                       F-16
<PAGE>


                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)


NOTE 13 -- STOCK PLANS


     The Company's 1998 Incentive and Nonqualified Stock Option Plan was amended
in 1999 to provide for the  granting of options to  purchase  600,000  shares of
common stock to certain employees of the Company. Exercise and vesting terms for
options  granted under this plan are  determined at each grant date. All options
were granted at not less than fair market value at dates of grant. At the end of
1999,  121,540  options  were  available  for grant under the plan and  600,0000
shares of common stock were reserved for issuance  under the 1998  Incentive and
Nonqualified Stock Option Plan.

     The Company's  1998 Director Stock Option Plan provides for the granting of
options to purchase  40,000  shares of common stock to certain  directors of the
Company.  Exercise  and vesting  terms for options  granted  under this plan are
determined  at each grant date.  All options  were granted at not less than fair
market  value  at dates  of  grant.  At the end of  1999,  13,000  options  were
available  for grant  under the plan and  40,000  shares  of common  stock  were
reserved for issuance under the 1998 Director Stock Option Plan.

     SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS No. 123") was
effective for the Company for fiscal 1998. SFAS No. 123 encourages (but does not
require)  compensation  expense to be measured based on fair value of the equity
instrument  awarded.  In accordance with APB No. 25 "Accounting for Stock Issued
to  Employees" no  compensation  cost has been  recognized  in the  Consolidated
Statements of Operations  for the Company's  stock option plans,  as all options
have been granted to employees and  non-employee  directors with exercise prices
equal to or greater  than the fair market value of the  underlying  stock on the
date of grant.  If  compensation  cost for the Company's  stock option plans had
been determined in accordance with the fair value method  prescribed by SFAS No.
123, the  Company's  net (loss) would have been  $(1,581,174)  and $(77,106) for
1999 and 1998,  respectively.  Diluted  loss per share , would have been $(1.57)
and $(0.02) for 1999 and 1998, respectively.  This pro forma information may not
be  representative  of the amounts to be  expected  in future  years as the fair
value method of  accounting  prescribed  by SFAS No. 123 has not been applied to
options granted prior to 1996.


                                       F-17
<PAGE>


                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)


     Stock options transactions are summarized as follows:


<TABLE>
<CAPTION>
                                            1999 Options             1999 Warrants            1998 Options           1998 Warrants
                                                Weighted                  Weighted                Weighted                Weighted
                                                 Average                   Average                 Average                 Average
                                                Exercise                  Exercise                Exercise                Exercise
                                     Shares        Price        Shares       Price        Shares     Price     Shares        Price
-----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>         <C>          <C>           <C>        <C>       <C>           <C>
Outstanding, beginning of year      100,889        $4.44       107,967      $10.43        88,637     $4.38     75,967        10.67

Granted                             505,460         1.25       -            -             28,000      4.63     32,000         9.84

Forfeited                           (16,667)        3.75

                                    -            -             -            -            (15,748)     4.63     -           -
-----------------------------------------------------------------------------------------------------------------------------------


Outstanding, end of year            589,682        $1.83       107,967      $10.43       100,889     $4.44    107,967       $10.43
                               ====================================================================================================

Options and warrants
   exercisable at year-end          584,349        $1.83       107,967      $10.43       100,889     $4.44     92,967       $10.43
                                            =======================================================================================
                                                 601,016
                                            =============
Weighted-average fair value of       $ 0.88                                             $ 4.1445
   options granted during the year
<CAPTION>
</TABLE>

     The following table summarizes  stock options and warrants  outstanding and
exercisable at December 31, 1999:

                              Weighted      Outstanding         Exercisable
                                        ----------------------------------------
                              Average               Average             Average
   Exercise        Options & Remaining  Options &  Exercise  Options &  Exercise
  Price Range       Warrants   Life     Warrants    Price    Warrants     Price
--------------------------------------------------------------------------------
$ 1.25    $ 5.00    602,350    7.42     602,349    $ 1.75    597,016     $ 1.75
  6.25      8.75     49,733    3.18     49,734       7.45     49,734       7.45
  9.00     12.50     43,066    2.30     43,066       9.88     43,066       9.88
 16.80     20.00      2,500    2.00      2,500      16.80      2,500      16.80
--------------------------------------------------------------------------------
                     697,649   6.78    697,649     $ 2.71    692,316     $ 2.71
                    =========         =========             =========

     The fair  value of each  option  granted is  estimated  on the date of each
grant using the Black-Scholes  option-pricing  model with the following weighted
average  assumptions used for grants in 1999 and 1998,  respectively:  risk free
interest  rate 5.5% and  5.2%;  expected  life 3 years  and 10  years;  expected
volatility  of 62% and  180.3%;  dividend  yield  0% and  0%.  The  fair  values
generated  by the  Black-Scholes  model  may  not be  indicative  of the  future
benefit, if any, which may be received by the option holder.

                                       F-18
<PAGE>

                    THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)


Note 14-- SEGMENT REPORTING

     The  Company  adopted  Statement  Financial   Accounting  Standard  No.131,
"Disclosures about Segments of an Enterprise and Related Information (SFAS 131),
in 1998.

     The  accounting  policies of the  operating  segments are the same as those
described  in the  summary  of  significant  accounting  policies.  There are no
material inter-segment sales or transfers. All revenues are generated within the
United States and all revenue producing assets are located therein.


     Industry segment information is summarized as follows:

                                   Total Revenues          Operating Profits
                                  1999         1998        1999          1998
CCI                          $ 8,557,437  $ 8,148,937  $1,079,757     $ 991,581
Deli                           3,163,828    4,438,026  (1,222,010)     (284,309)
                             ---------------------------------------------------
   Total Segment              11,721,265   12,586,963    (142,253)      707,272
Eliminations and other
corporate income(expenses)       (18,725)     167,303    (655,660)     (377,513)
                             ---------------------------------------------------
Consolidated                $ 11,702,540 $ 12,754,266    (797,913)      329,759
                             ========================
Interest expense                                          297,810       274,591
                                                     ---------------------------
Consolidated (loss) income before
   income taxes                                      $ (1,095,723)     $ 55,168
                                                     ===========================

                                     Depreciation and          Identifiable
             Capital Expenditures  Amortization Expense           Assets
                 1999      1998       1999       1998        1999        1998
CCI          $ 405,915 $ 263,325  $ 180,063  $ 142,345  $ 2,178,099  $ 1,686,341
Deli            27,298    31,934    275,947    258,773    3,323,768    4,287,016
Corporate           -         -      30,000     30,000      570,101      731,694
                ================================================================
Consolidated $ 433,213 $ 295,259  $ 486,010  $ 431,118  $ 6,071,968  $ 6,705,051
                ================================================================

                                       F-19
<PAGE>

                   THE CLASSICA GROUP, INC. AND SUBSIDIARIES
                (Formerly Saratoga Brands, Inc. and Subsidiaries)
                   Notes to Consolidated Financial Statements
                 For the Years Ended December 31, 1999 and 1998
                                  (Continued)


NOTE 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     The fair value of a financial instrument represents the amount at which the
instrument could be exchanged in a current  transaction between willing parties,
other  than a forced  sale or  liquidation.  Significant  differences  can arise
between the fair value and  carrying  amount of financial  instruments  that are
recognized at historical  cost amounts.  The following  methods and  assumptions
were used by the Company in  estimating  fair value  disclosures  for  financial
instruments:

     Cash and cash equivalents,  trade  receivables,  short-term  borrowings and
     current   maturities  of  long-term  debt:  the  amounts  reported  in  the
     consolidated balance sheet approximate fair value.

     Long-term  debt:  The amount  reported in the  consolidated  balance  sheet
     approximates fair market value, since such debt was primarily variable rate
     debt.


Note 16- SUBSEQUENT EVENT

     PRIVATE  PLACEMENT - On February 1, 2000, the Company issued 210,000 shares
of common  stock in a private  placement  for which it received  net proceeds of
$300,000.

                                       F-20